Jersey(exempt companies)

(Fees quoted are exclusive of VAT)

Introduction:

The British Chancel Islands are situated in the English Channel, approximately 14 miles from the coast of Northern France near the Cherbourg peninsula. Jersey, the largest and most southerly of the Islands is fully autonomous and is independent in all matters of domestic law and taxation

Jersey has negotiated a special association with the EEC, which recognises preserves and guarantees its fiscal autonomy thereby ensuring that European Economic Community policies on domestic taxation are not applicable. Jersey therefore continues with taxation policies determined by the island government

Jersey companies are governed by the Companies (Jersey) Law 1991 which came into effect on 30 March 1992

Requirements:


• The names of the Jersey companies must end with the word Limited or the abbreviation Ltd or the French equivalent avec responsabilitè limitèe or the abbreviation a.r.l.
• All Jersey companies must have a registered office in Jersey. This address must be used on all company letterhead and stationary.
• The autorised share capital of a company incorporated in Jersey may be denominated in any currency. Jersey companies are usually formed with an authorised share capital of £10,000 divided into 10,000 shares of £1 each.
• Ony registered shares may be issued; Bearer shares are not available.
• Minimum of one director who must be a natural person (corporate entity not acceptable). Directors do not have to be resident in Jersey. For practical purposes it is recommended that at least two directors be appointed, and our standard Articles of Association require a minimum of two directors. Clients wanting a single director companies should notify us. The sole director may not also be the company secretary
• A company secretary (corporate is acceptable) is required. Secretary does not have to be resident in Jersey.
• A minimum of one shareholder is required.
• Full details of the ultimate beneficial owner must be provided to the Registrar, including full name, date of birth, residential address, together with details of occupation or profession. Evidence of identity will be required. Details of a 25% or more beneficial interest in the shares of any other Jersey company must also be disclosed

• If the proposed Jersey company is to be owned by another company, details of the ultimate beneficial owners of that company are required. In the event that the holding company is a public company quoted on a Recognised Investment Exchange, (eg: The London Stock Exchange) the Registrar will accept submission of audited Financial Statements of the holding company in support of the application
• Where the proposed Jersey company is to be owned by a Trust, full details of the settlor or principal provider of the capital has to be supplied
• Although such disclosure is made to the Registrar, this information is not available to the general public and not dislosed in company searches

• A Register of Directors and Secretary must be maintained to include the full name, address, nationality, business occupation, date of birth, date of appointment and date of resignation. This register must be kept at the registered office. The Register of Members can be at a location in Jersey different from the registered office.
• Directors' meetings may be held in any part of the world and can be conducted by telephone.
• Every company shall in each year hold an annual general meeting, the first annaul general meeting must be held within 18 months of its incorporation. Requirement for Annaul General Meetings may be dispensed wih if all memebers of a private company agree in writing (in advance).
• Every company is required to have a seal on which its name must be engraved in full.
• Every company must maintain accounting records. The directors must prepare financial accounts for an accounting period not greater than 18 months.The accounts must be prepared in accordance with generally accepted accounting principals and show a true and fair view of the profit or loss of the company. No annual accounts to be filed, however the Financial Services Commission reserves the right to call for accounts at any time. Only public companies must file a set of accounts with the Registrar.
• Accounts of all public companies must be audited. Private companies do not require auditors if the article of the company so determine.

Filling Requirements:

Every company shall before the last working day February in every year after its formation deliver to the Registrar an annual return in the approved format

• A filing fee of £150 is payable in respect of each Annual Return. Penalties are levied automatically by law if Annual Returns are not submitted by the end of February.
• The penalty is £100 for returns delivered in March or April; £200 after the end of April. This is payable in addition to the basic fee. Failure to deliver returns by July will result in the company being struck off automatically.

Taxation:

All Jersey registered companies formed will be resident for tax purposes in Jersey (paying a 0% rate), so long as no beneficial owner is resident in Jersey. With effect from June 2008, Jersey Exempt Tax has been discontinued.

Information required for registration:

• Proposed name(s) for approval from Registrar. It is advisable to give several alternatives.
• Jersey due diligence questionnaire
• Main objects

Time taken to incorporate:

The name approval takes 48 hours. Once approved and reserved, incorporation normally takes 14 working days.

Dissolution:

A company incorporated in Jersey is dissolved:

• at the end of the period of its existance laid down in its Memorandum; or
• voluntarily by special resolution as a summary winding up; or
• as a creditors winding up; or
• at the direction of the court.

  The Registrar has the power to dissolve and strike off a company in the case where a Company has failed to file its Annual Return. The company will normally be struck off in October of that year. This will mean that the beneficial owner will not be able to incorporate another Jersey company. The fees for the registered office/agent will be required to be paid until the company has been struck off.

Reinstatement:

Company which has been struck off may be restored to the register upon application being made to the Court whose order will require that all outstanding documents be filed and all outstanding payments be made.

Any company which has been dissolved may be reinstated within 10 years of the company being dissolved. Companies may not be reinstated after ten years.

Fees
Incorporation cost (subject to all necessary documents being submitted to the satisfaction of the Jersey authorities, “Same day” incorporation is available at an extra cost of £450)	£1,300
Registered office/Agent fee	£1,500
Compliance take on fee upon incorporation or transfer of existing companies. Key individuals: The Ultimate Beneficial Owners of companies and other individuals who may be considered to be controllers, such as trustees, directors etc	£700 per "key individual"
TOTAL	£2,800
Annual costs thereafter include:
Registered office/Agent fee	£1,500
Submission of applications for: *Filing of Annual return (annual return fee of £150, per annum to be filed in January each year, penalties will be levied for late filing)	Time spent basis
Yearly review of due diligence	Time spent basis
Nominee services:
Individual Nominee Director	£250
Nominee Secretary	£125
Jersey resident Nominee Secretary	£350
Other services:
Maintaining and Accounting Services	Fees will be charged on a time-spent basis
Strike off (takes up to 5 months for the company to be struck off) Registered office will require to be paid and cannot be pro-rated	£150
Summary winding up - to dissolve the company	£850

If the company requires to be dissolved then any pending annual returns must be filed. To be struck off the company simply needs to not file its annual return. This will mean that the beneficial owner will not be able to incorporate another Jersey company. The fees for registered office/agent will be required to be paid until strike off.

Jersey(exempt companies)

(Fees quoted are exclusive of VAT)

Introduction:

The British Chancel Islands are situated in the English Channel, approximately 14 miles from the coast of Northern France near the Cherbourg peninsula. Jersey, the largest and most southerly of the Islands is fully autonomous and is independent in all matters of domestic law and taxation

Jersey has negotiated a special association with the EEC, which recognises preserves and guarantees its fiscal autonomy thereby ensuring that European Economic Community policies on domestic taxation are not payable. Jersey therefore continues with taxation policies determined by the island government

Jersey companies are governed by the Companies (Jersey) Law 1991 which came into effect on 30 March 1992

Requirements:


• The names of the Jersey companies must end with the word Limited or the abbreviation Ltd or the French equivalent avec responsabilitè limitèe or the abbreviation a.r.l.
• All Jersey companies must have a registered office in Jersey. This address must be used on all company letterhead and stationary.
• The autorised share capital of a company incorporated in Jersey may be denominated in any currency. Jersey companies are usually formed with an authorised share capital of £10,000 divided into 10,000 shares of £1 each.
• Ony registered shares may be issued; Bearer shares are not available.
• Minimum of one director who must be a natural person (corporate entity not acceptable). Directors do not have to be resident in Jersey. For practical purposes it is recommended that at least two directors be appointed, and our standard Articles of Association require a minimum of two directors. Clients wanting a single director companies should notify us. The sole director may not also be the company secretary
• A company secretary (corporate is acceptable) is required. Secretary does not have to be resident in Jersey.
• A minimum of one shareholder is required.
• Full details of the ultimate beneficial owner must be provided to the Registrar, including full name, date of birth, residential address, together with details of occupation or profession. Evidence of identity will be required. Details of a 25% or more beneficial interest in the shares of any other Jersey company must also be disclosed

• If the proposed Jersey company is to be owned by another company, details of the ultimate beneficial owners of that company are required. In the event that the holding company is a public company quoted on a Recognised Investment Exchange, (eg: The London Stock Exchange) the Registrar will accept submission of audited Financial Statements of the holding company in support of the application
• Where the proposed Jersey company is to be owned by a Trust, full details of the settlor or principal provider of the capital has to be supplied
• Although such disclosure is made to the Registrar, this information is not available to the general public and not dislosed in company searches

• A Register of Directors and Secretary must be maintained to include the full name, address, nationality, business occupation, date of birth, date of appointment and date of resignation. This register must be kept at the registered office. The Register of Members can be at a location in Jersey different from the registered office.
• Directors' meetings may be held in any part of the world and can be conducted by telephone.
• Every company shall in each year hold an annual general meeting, the first annaul general meeting must be held within 18 months of its incorporation. Requirement for Annaul General Meetings may be dispensed wih if all memebers of a private company agree in writing (in advance).
• Every company is required to have a seal on which its name must be engraved in full.
• Every company must maintain accounting records. The directors must prepare financial accounts for an accounting period not greater than 18 months.The accounts must be prepared in accordance with generally accepted accounting principals and show a true and fair view of the profit or loss of the company. No annual accounts to be filed, however the Financial Services Commission reserves the right to call for accounts at any time. Only public companies must file a set of accounts with the Registrar.
• Accounts of all public companies must be audited. Private companies do not require auditors if the article of the company so determine.

Filling Requirements:

Every company shall before the last working day February in every year after its formation deliver to the Registrar an annual return in the approved format

• A filing fee of £150 is payable in respect of each Annual Return. Penalties are levied automatically by law if Annual Returns are not submitted by the end of February.
• The penalty is £100 for returns delivered in March or April; £200 after the end of April. This is payable in addition to the basic fee. Failure to deliver returns by July will result in the company being struck off automatically.

Taxation:

All Jersey registered companies formed will be resident for tax purposes in Jersey (paying a 0% rate), so long as no beneficial owner is resident in Jersey. With effect from June 2008, Jersey Exempt Tax has been discontinued.

Information required for registration:

• Proposed name(s) for approval from Registrar. It is advisable to give several alternatives.
• Jersey due diligence questionnaire
• Main objects

Time taken to incorporate:

The name approval takes 48 hours. Once approved and reserved, incorporation normally takes 14 working days.

Dissolution:

A company incorporated in Jersey is dissolved:

• at the end of the period of its existance laid down in its Memorandum; or
• voluntarily by special resolution as a summary winding up; or
• as a creditors winding up; or
• at the direction of the court.

  The Registrar has the power to dissolve and strike off a company in the case where a Company has failed to file its Annual Return. The company will normally be struck off in October of that year. This will mean that the beneficial owner will not be able to incorporate another Jersey company. The fees for the registered office/agent will be required to be paid until the company has been struck off.

Reinstatement:

Company which has been struck off may be restored to the register upon application being made to the Court whose order will require that all outstanding documents be filed and all outstanding payments be made.

Any company which has been dissolved may be reinstated within 10 years of the company being dissolved. Companies may not be reinstated after ten years.

Fees
Incorporation cost (subject to all necessary documents being submitted to the satisfaction of the Jersey authorities, “Same day” incorporation is available at an extra cost of £450)	£1,300
Registered office/Agent fee	£1,500
Compliance take on fee upon incorporation or transfer of existing companies. Key individuals: The Ultimate Beneficial Owners of companies and other individuals who may be considered to be controllers, such as trustees, directors etc	£700 per "key individual"
TOTAL	£2,800
Annual costs thereafter include:
Registered office/Agent fee	£1,500
Submission of applications for: *Filing of Annual return (annual return fee of £150, per annum to be filed in January each year, penalties will be levied for late filing)	Time spent basis
Yearly review of due diligence	Time spent basis
Nominee services available:
Individual Nominee Director	£250
Nominee Secretary	£125
Jersey resident Nominee Secretary	£350
Other services:
Maintaining and Accounting Services	Fees will be charged on a time-spent basis
Strike off (takes up to 5 months for the company to be struck off) Registered office will require to be paid and cannot be pro-rated	£150
Summary winding up - to dissolve the company	£850

If the company requires to be dissolved then any pending annual returns must be filed. To be struck off the company simply needs to not file its annual return. This will mean that the beneficial owner will not be able to incorporate another Jersey company. The fees for registered office/agent will be required to be paid until strike off.

Jersey(exempt companies)

(Fees quoted are exclusive of VAT)

Requirements:

• All Jersey companies must have a registered office in Jersey.
• Minimum of one director (corporate entity not acceptable). Directors do not have to be resident in Jersey. The Director must be a natural person
• A minimum of one shareholder is required.
• A company secretary (corporate is acceptable) is required.Secretary doen not have to be resident in Jersey
• No Annual accounts need be filed for exempt companies, however the Financial Services Commission reserves the right to call for accounts at any time.
• Annual return to be filed in January each year with a fee of £150. There is a penalty for late filing.
• Exempt companies are exempted from all Jersey taxation, they are required to pay an annual execept fee of £600. The Exempt Tax is payable within three months of incorporation and by the end of March in each subsequent year.
• An exempt status will only be granted so long as no Jersey resident person is a beneficial owner of the company.

Information required for registration:

• Proposed name(s) for approval. It is advisable to give several alternatives.
• Jersey due diligence questionnaire
• Main objects

The name approval takes 48 hours. Once approved and reserved, incorporation normally takes 14 working days.

*If the Company is to trade (but must not trade in Jersey), an application must be submitted together with a tax of £600 for exempt status within 3 months of incorporation, and thereafter annually before 31st March each year. Alternatively we can file a nil tax return if the company is to remain dormant.

Maintenance services
Fees will be charged for additional services on a time-spent basis.

If the company requires to be dissolved then any pending annual returns must be filed. To be struck off the company simply needs to not file its annual return. This will mean that the beneficial owner will not be able to incorporate another Jersey company. The fees for registered office/agent will be required to be paid until strike off.